Form 8-K CMS ENERGY CORP For: Jul 15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) July 15, 2015

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of July 15, 2015, John G. Sznewajs was elected to the Boards of Directors (“Boards”) of CMS Energy Corporation (“CMS Energy”) and its principal subsidiary, Consumers Energy Company (“Consumers Energy”). Sznewajs has been appointed to serve on the Audit and Finance Committees of the Boards.

Prior to his election, and pursuant to CMS Energy’s and Consumers Energy’s Amended and Restated Bylaws, each of the Boards increased its authorized membership from eleven to twelve members.

Sznewajs has served since 2007 as the vice president, treasurer and chief financial officer of Masco Corporation, which operates as a global leader in the design, manufacture and distribution of branded building products.

Sznewajs has no prior relationships with CMS Energy or Consumers Energy and there are no arrangements or understandings between Sznewajs and CMS Energy or Consumers Energy pursuant to which Sznewajs was elected as a director.

In connection with his election to the Boards, Sznewajs will enter into Director Indemnification Agreements with CMS Energy and Consumers Energy, effective July 15, 2015.  In connection with his election to the CMS Energy Board, on July 15, 2015, Sznewajs will receive a restricted stock grant, in a pro-rata amount of the annual restricted stock grant provided to non-employee directors in accordance with the CMS Energy Performance Incentive Stock Plan, which description is incorporated herein by reference.  Going forward, Sznewajs will be compensated as described in the proxy statement for CMS Energy’s Annual Meeting of Shareholders held on May 1, 2015, which description is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 CMS Energy News Release dated July 15, 2015

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

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Exhibit Index

99.1 CMS Energy News Release dated July 15, 2015

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Exhibit 99.1

JOHN G. SZNEWAJS, VICE PRESIDENT, TREASURER AND CHIEF FINANCIAL OFFICER OF MASCO CORPORATION, JOINS CMS ENERGY

AND CONSUMERS ENERGY BOARDS OF DIRECTORS

JACKSON, Mich., July 15, 2015 — John G. Sznewajs, vice president, treasurer and chief financial officer of Masco Corporation, has been elected to CMS Energy’s Board of Directors, effective July 15, 2015. He also is joining the Board of Directors of Consumers Energy, the principal subsidiary of CMS Energy.

Sznewajs is responsible for strategic and operational financial functions for Masco, a global leader in the design, manufacture and distribution of branded building products. He also serves as Masco’s corporate treasurer and has oversight of information technology and several of Masco’s European businesses. In addition to his financial expertise, Sznewajs has almost 20 years of experience in business and corporate development.

Sznewajs serves as director and treasurer of the Detroit Zoological Society and as a trustee of The Roeper School, with campuses in Bloomfield Hills and Birmingham, Mich.

Sznewajs will serve on the Audit and Finance committees for the CMS Energy and Consumers Energy boards.

CMS Energy (NYSE: CMS) is a Michigan-based company that has an electric and natural gas utility, Consumers Energy, as its primary business and also owns and operates independent power generation businesses.

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For more information on CMS Energy, please visit our website at www.cmsenergy.com.

Media Contacts: Dan Bishop, 517/788-2395 or Brian Wheeler, 517/788-2394

Investment Analyst Contact: CMS Energy Investor Relations, 517/788-2590